Four Times McQueen Didn't Cry (And the One Time He Did)
by PixelEm
Summary: He didn't want to think about him. It was just too painful. However when he withheld the pain it only fought back with vigor, returning far more destructive than before. It was only when he let the pain take control that it finally freed him.
1. The Time He Tried Not to Think

_**~Dedicated to my late grandmother~**_

 _ **~And to everyone who has ever lost someone~**_

The day was perfect – absolutely perfect.

Lightning McQueen came to that conclusion as he made his way down the slope that circled Willie's Butte. Not a single track-cloud in the sky. No wind, either – no dust devils to sting his eyes during training this time. The bright sun sent a surge of warmth through the stock car's frame, which he welcomed after so many days of unseasonable chilliness.

Indeed – Perfection. Luxury.

McQueen came to a halt in front of the makeshift starting line. He stared up at the sky. And glared.

 _"You seem to be_ really _mocking me today…"_

As soon as the thought crossed his mind McQueen groaned loudly, whipping his cab from side to side. He waggled his back tires and got his front ones into position. He focused his eyes on the rim of the slopes, on the tiniest rock jutting out from the cliffside.

 _"Nope. Don't. Don't think about him. Don't even say his name. New racing season in a few weeks. You need to train. Don't you dare think about him. Not even for a second."_

With that steely resolve in mind McQueen shut his eyes and sucked in a breath, his usual mantra ringing within his brain.

He waited. Then his tires burst to life, spraying dirt behind him as he took off.

McQueen tore across the slopes, past Willie's Butte, his engine roaring against his eardrums. He kept half of his mind on the track, the other half on the future. New racing season– his third ever– just next month– he hoped Lewis would be there– maybe even Jeff as well– not even to race themselves, just for them to be there at all– Chick Hicks would certainly be there– man he couldn't wait to whoop his bumper again –this might just end up being his second Piston Cup win– he couldn't wait– he couldn't wait to see the proud look, hear the raucous laughter of–

A piercing chill suddenly washed over McQueen's frame, penetrating even his inner workings. His tires came to a screeching halt – an action that made his momentum from driving so fast take control. He let out a yelp as he careened off the track, flying over the edge of a cliff.

The next thing McQueen knew, he was clenching his teeth to hold in a wince as he pulled himself out of the ditch, cactus pads digging painfully into his frame.

" _What– Just– What was_ that!?" McQueen furrowed his eyerims, jerking his cab around to shake off the wretched cacti. _"You had it! You were doing perfectly fine! You were in your zone! At your highest speed! What the heck happened!? Answer_ that!"

McQueen scowled.

" _What– Okay, why is it that you choose_ now _of all times to get distracted!? The race is in two weeks! You can't keep daydreamin' like that! What do think_ he'll _think!?"_

McQueen froze. His scowl intensified. His eyes burned.

" _He trained you to be only the best, didn't he? If only he could see you now, he'd be turning in his– !"_

"Oh _shut UP_!"

McQueen raised himself up and screamed, whipping around and slamming his tires into the dirt, sending clouds of the stuff into the air. Again and again he struck the ground, kicking his back tires out like an untethered bulldozer. Much of the dust settled into his eyes and stung them, which only angered him more – dust. So lifeless. Drifting aimlessly in the wind, gone within seconds.

Almost exactly like–

McQueen gasped then, his eyes widening. In an instant he halted the tirade, letting the clouds of dust float back down. He heaved huge breaths, his eyes darting towards the ground. His engine, at first white hot with fury, now pumped an icy chill through his workings.

" _Almost exactly like…"_

Now his engine was neither flaming nor icy. A dull ache spread through it, extending to the edges of his frame.

McQueen sank low on his tires, heaving a great sigh. He pursed his lips and lightly shook his cab.

"…almost exactly like _you…"_ he whispered. Even now his voice was straining not to crack.

If only he could see him again– if he could just speed by one last time, his hearty laughter permeating the air– if McQueen could only hear his grumbly grandpa voice once more, even if it was just to bark at him to fix his turning on that last bend–

McQueen groaned, his front bumper nearly touching the ground now. He squeezed his stinging eyes shut – even when he shut his eyes he was there, imprinted on the back of his windshield.

Why couldn't things just be normal again? He needed to focus– for both his sake and the rest of the town's. He needed to buck up and be happy again. Why couldn't he feel happy anymore? Why did he often feel nothing, as if his emotional center blew a fuse? Never before had he wanted normalcy so badly…

But how, he realized, could things be normal when the best part of normal was now gone?

… **I think I might need to explain myself again. This was originally intended to be a one-shot, but then the first draft ended up becoming way over ten thousand words – I really did not think anyone would want to read something that huge XD So, I guess this'll technically be my first multi-chapter** **Cars** **fic! :)**

 **Also, while that dedication at the beginning may have made this story seem like a vent, it was honestly only a matter of time before I wrote about this topic (it actually really surprises me how few stories there are in the archives about this)**

 **Reviews and support give me lifeblood :3 See you guys in the next chapter!**

 **~Pixel**

 **Also: DISCLAIMER: I don't own the magical World of Cars (I'd love to though…)**


	2. The Time He Refused to Believe

**I already had this chapter edited, so you guys get it early :3**

 **DISCLAIMER: Hmm, lemme see… yup, still no** **Cars** **in my possessions.**

"C'mon, Doc! We're losing daylight!" McQueen skidded through the dirt as he came to a screeching halt. His skidding momentarily shocked him; he hadn't realized he was going that fast.

Doc chuckled as he made his way down the slopes. "Well, _you're_ certainly chipper today," he said. As he came up beside the younger racer he arched an eyerim. "Is this because of your next racing season coming up?"

McQueen shrugged. "I can't help it, Doc. I'm just excited," he replied, "I know you said those awards are just empty cups but… Gosh, I just really can't wait to get back onto the track again…"

Now Doc smirked. "I'm surprised you have any energy left at all today, seeing as you spent the Manufacturer knows how long having a wild ride with Mater last night."

"W-Wait, how– ? How'd you know about that?"

"What, do you two not realize how loud you two talk? You were cruising back into town at two in the morning, chatterin' your little bumpers off!"

"Okay, okay, you got me." McQueen rolled his eyes, though he was smiling too. He then crouched into his normal starting position, waggling his haunches a little as he shot Doc a grin. "You ready to lose, old man?"

Doc laughed as he crouched as well, mimicking McQueen's cocky expression. "Oh no, rookie, are _you_ ready to lose?"

Warmth flooded McQueen's engine at their standard exchange before their daily race around Willie's Butte. Just as it did with everything the two did – early morning chatting over a mug of oil, sharing any racing advice McQueen hadn't already learned, and sometimes even sharing small history lessons on Radiator Springs.

But it never really mattered exactly what they did – McQueen relished in it all.

He waited, revving his engine. He heard the soft rumble of Doc's own engine as he counted down. Once Doc reached one he paused.

Then, as soon as Doc yelled at him to go, McQueen took off.

~x~

McQueen thought he'd already seen Doc at his lowest. And while his 1954 crash still qualified as his absolute worst moment, this was a definite close second.

The room stunk of sanitizer. The high-pitched _beep-beep-beep_ of the engine monitor punctuated the heavy silence every so often. A tube ran down from the monitor, connecting into a port in the Hudson Hornet's side. He laid in the solitary bed in the corner, snoozing soundly thanks to the sedative the nurse put him under just half an hour ago. But to McQueen, the only physical sign that Doc was alive was the soft rise and fall of his frame as he breathed.

His breathing…

McQueen sighed as he stared at Doc's still form. A shudder ran through him.

Even though a few hours had passed, McQueen's memory replayed the event as if it was mere minutes ago. He was in his prime back on the dirt track, relishing in the wind against his hood until he realized with a jolt that he was alone in his joy. No blue bullet followed in his wake– he couldn't hear any "old grandpa car" laughter behind him as he liked to call it–

At first he thought everything was fine, like he'd simply blown out a tire. Then he saw Doc shuddering as he gasped for breath.

Shock washed over McQueen as he approached the old car. He didn't speak – he couldn't think of anything to say. He put a tire on Doc's trembling frame – and then immediately snapped it back under his fender when the Hudson Hornet slapped it away.

"I… I'm f-fine, rookie…" Doc growled, "Just keep driving, I'll catch– " His eyes then grew to the size of hubcaps as he panted, unable to get the words out.

"No no no, Doc, stop," McQueen said, refusing to let his horror shake his voice, "I– I'll go get Mater, he can take you back home– "

"Oh piss off! I'm _fine!"_ Doc snapped. He tried to rise. "I just need to– " He immediately collapsed again, heaving his every breath. He shut his eyes and winced. "Oh Dodge Ram it…"

That did it. After one last reassurance (though he knew Doc was too focused on the pain to notice), McQueen sped back up the slopes, determination flooding his inner workings. And throughout the whole drive back to town all he could think about was how Doc – Doc freaking _Hudson_ , the legendary Hudson Hornet, who'd survived crash after crash, race after race, and always emerged from them stronger than he'd ever been – had looked so _weak._ Helpless as a newborn with no mother– frail as the tiniest Beetle–

A light knocking pulled McQueen from his thoughts. The nurse from earlier, a sky blue VW Bug, stood in the doorway, a clipboard held in the cleft of her tire.

"Mr. McQueen, I am very sorry," she said, "but I'm afraid visiting hours are over. You'll have to come back tomorrow."

McQueen nodded his cab. "Okay, but…" He gestured towards Doc. "Do you… Do you think I can stay for a few more minutes?"

Her lips curled into a warm smile. "Of course," she said, already beginning to back out of the room, "Just be gone before five-thirty."

McQueen smiled back. "Thank you…" And once she left, he realized how much he meant it.

McQueen's eyes went back to Doc, still snoring away. His tank coiled at the sight of him He wondered if his engine was still struggling in there, using every last smidge of energy it had to keep itself pumping…

He remembered the look on Sally's face when he explained the situation, how it seemed like she could've had an engine failure then and there. He remembered how quickly they'd grabbed Mater and raced back to where Doc lay grimacing – Mater had been in a blind panic, trying desperately to calm Doc down (and possibly himself) before finally hooking him up. He remembered how he'd driven behind the tow truck the whole ride to the county hospital, keeping himself as close to Doc as possible and muttering, more to himself than to his friend: _"You're gonna be okay,_ _you're gonna be okay,_ _you're gonna be okay…"_

"His engine gave out," the doctor said.

"Was driving too fast for it to handle," the doctor said.

"May have to keep him in for a few days."

"He might end up lucky."

"But I'd recommend preparing for the worst."

"I'm afraid he might– "

A loud crash sounded in McQueen's head, cutting the memory off. But McQueen still remembered the end of that sentence perfectly – it'd been burned into his brain, making it echo within his mind like some sick prophecy.

McQueen's eyes widened with realization. His tank twisted even more. The engine monitor seemed to grow louder with each second that passed, each new beep sounding like a death march.

McQueen tried to imagine it– going home without him– having to break the news to the rest of his friends– watching him as he–

 _"No. Stop it. Just stop it. He can't– He_ won't _– "_ He couldn't bring himself to say it, even in his personal thoughts.

McQueen's gaze found Doc again, still snoring away, still looking so peaceful yet so pitiful at the same time. He clenched his teeth, furrowing his eyerims.

He drove several inches forward. He extended his tire and, carefully as to avoid disturbing him, wrapped it around Doc's closest tire.

"I am _not_ giving up on you," McQueen whispered, pouring every ounce of sincerity into his voice, "You're gonna be fine. I know it. They'll do what they can to fix you, and then… we can all go home. You'll see everyone again soon. I promise. We can race again, and you can talk to Sally again…" He paused. Then, now gripping Doc's tire: "If you can hear me, squeeze my tire."

The room grew eerily silent, save for the monitor's persistent beating. A beat passed. Several beats. McQueen began to think that he should leave.

Then his engine leapt when he felt Doc's tire twitch ever so slightly.

 **Ooh man, we're starting to get into the emotional stuff. Don't you worry, guys, this story won't be too depressing – Lightning's just having feelings right now**

 **Thank you to everyone who's followed since yesterday. You guys are fantastic :3**

 **BTW, the editing for the next chapter might be a little slow. Just a heads up.**

 **See you in the next chapter!**

 **~Pixel**


	3. The Time He Was Desperate For Options

**Thank you all so much for your patience for this one. And thanks again for everyone who's followed this so far. You guys make me want to write more and I love you for that :3**

 **A bit of a warning though: beware the feels. That is all.**

 **So, without further ado, please enjoy chapter 3!**

 **DISCLAIMER: The owner of Cars in unavailable here. Please try Emeryville, California please.**

"You're worried about him."

"Whoa!" McQueen skid a little as he came to an abrupt halt. He whipped around and faced the large "Leaving So Soon?" sign he just passed. When Sally rolled out from behind it, he breathed a mix of a sigh and a groan. "Don't do that! You almost gave me an engine attack!"

Sally, who had her mouth open as if she were about to speak, shut it once she heard his statement. She raised an eyerim. "How?"

"Oh whatever. What were you doin there, anyway?"

"Did you even hear what I just said?"

"What?"

"You're worried about him."

McQueen blinked. "I… No I'm not– "

Again Sally's eyerim shot straight up, though this time she added a slight glare. "Really?" she asked, "You've been trying to bust your way out of town as soon as possible every morning for the past eight days, and this morning you didn't even say goodbye to everyone before you took off."

McQueen faltered. "I… I swear I'm not worried about him. I'm just…" He stared at the road. "I'm just… y'know… checking up on him."

Sally's sarcastic expression melted, replaced with one of empathy. She sighed, driving closer to her boyfriend. "Stickers, don't be surprised if things don't turn out too well. The doctor did say that– "

"What's that supposed to mean?" In an instant McQueen tensed, his features hardening. "Sally. He's _fine._ This is… This is just a hiccup. You'll see. In just a few days he'll get out, and then things'll be normal."

Sally knitted her eyerims. "And I'm just making sure you won't be completely devastated if things _don't_ end up normal. He's still really weak, Stickers. You know he could d– "

"DON'T– !"

McQueen's eyes grew wild as he near screamed it, accelerating slightly with a tire raised, as if he wanted to shove that filthy, disgusting… _permanent_ word away before it could pass her lips.

Then, as soon as he realized how hard Sally had flinched at his outburst, how she was now much farther away from him, his expression softened. His fenders warmed.

"I, uh… I mean…" McQueen swallowed. "I'm… S-Sorry, I… I gotta go. SeeyahlaterSal!"

Before Sally could say anything further, McQueen was off like a shot, his tires screeching to reach his standard top speed.

And as he sped down the road, the hot sun making his pounding engine hammer even harder against his hood, only one thing blazed through his mind:

 _"Not that._ Anything _but that."_

He allowed himself to breathe again once he reached the first fork in the road, splitting the path into fourths. He kept his iron-clad focus on the path he wanted, imagining he could see the hospital on the other side.

 _"She doesn't get it. She's just being a pessimist. Doc's fine. He… He's just gotta rest up for a while. Then he'll be back. He won't– He won't_ _d_ – "

His engine jerked. A memory formed in his mind's eye – he saw just the other day, when he went to see Doc again – he didn't even open his eyes that time – McQueen recalled his awkwardness at trying to speak to him, constantly wondering if he was even listening – constantly pausing to stare at his still form, taking in how dull his paint was, how much it killed him to see those sunken in eyes –

 _"It… I-It's fine… H-He's fine, don't worry. You're_ not _worried. He's gonna get better. You know that…"_

He drew his attention back to the road ahead. And realized that he was simultaneously calculating how many minutes it would take before he made it. Not even to the hospital – how many minutes between entering the main building and taking the elevator up to his room –

McQueen blinked. His eyerims knitted as his gaze found the ground again.

 _"It's fine… H-He's fine…"_ He kept repeating it despite how futile it now felt. _"He's not going to do that everything's safe everything's gonna be fine Doc's not gonna– "_

"HEY! Get outta the road!"

McQueen whipped his gaze up and, as soon as he jumped back a tirecycle, a truck about Mack's size flew past him, sending a blast of wind into his face.

For a good while McQueen stood frozen to the spot, staring with wide eyes after the truck, taking in huge gulps of air. He looked back at where he'd been standing, thought about how easy it could've been for that guy to strike him.

He wondered if Doc was feeling that way – waiting, reflecting on his frailty, reassuring himself that he was okay – before it would finally crash into him – everything he loved would be stripped from him in one fell swoop –

That time McQueen didn't even scold himself.

For the rest of the drive he didn't think of anything specific. But his brain still radiated extreme worry, making his tank coil up. It never ceased, not even when he finally entered the hospital and told the receptionist who he was there to see. The closer he got to Doc he realized the less he wanted to see him. Sally's warnings rang in his mind – the worry evolved, this time pinching and pulling at his insides –

He now stared up at the looming entrance to Doc's room. He bit his lip hard. He felt as if someone were sticking a hot poker into his undercarriage, just under his tank.

 _"You gotta see him. You've come this far. Who… Who cares if he looks like…_ that _? He's… he's probably been waiting for you…"_

Sucking in a huge breath McQueen made his way into the room, his usual "Hey Doc" already forming on his tongue.

Not even the first syllable made it past his lips.

Doc's eyes were open. He stood far straighter than yesterday and the day before. He looked up as soon as he heard the racecar's tires on the polished tile. And once his gaze found the younger racer, he smiled.

"Hey there, rookie." His voice. Still gravelly. Still grandpa-like. "How're you doin this morning?"

McQueen didn't realize he had his mouth hanging open until he felt his breath on his tongue. He closed it and lightly shook his cab as he drove further into the room. "Uh- Uh, I-I'm great, actually," he said, "You… You're looking a lot better today."

Doc chuckled. "Well, I definitely feel a hell of a lot better." He braced as he adjusted his position to face McQueen, who now stood in the room's center. "Still exhausted. Then again, having a failed engine will probably do that to you."

McQueen nodded. "Say, Doc…" he began, forcing his voice not to waver, "…did the doctors tell you how long they're gonna keep you in here?"

Doc shrugged. "Well, they said they're gonna keep an eye on me. If I'm not too screwed up, then they said they'll let me out on Saturday."

Saturday. McQueen's engine fluttered. Saturday. Just three days. Then he would leave. He would enter Radiator Springs again. See the joyous looks on everyone's faces –

Doc cleared his throat then, pulling McQueen from his thoughts. "Anyways," the old car was saying, "enough about me. How's the town? I'm assuming you've been keeping everyone sane for me?" he added with a smirk.

McQueen grinned back. "Oh, yeah. Sally's been keeping everything in control. Sherriff's a little paranoid though. Y'know. 'Cause you're not around in your office."

Doc's eyes brightened at the mention of his friends' names. "Oh yeah, tell me about Sally. Actually, no, tell me about everyone. What's been going on since I croaked?"

McQueen gave a single chuckle. "Well. You definitely scared us, I can tell you that much. And I gotta say, I have a _lot_ to tell you…"

And so he talked. He talked about returning to town after that first visit and having to reassure both Guido and Luigi, who were both asking in panicked Italian how Doc was doing. He talked about Sally doing her best to keep the town going whenever tourists came through, even pulling Flo aside to calm her down when she found she couldn't stop worrying about Doc's condition. He even talked about how every afternoon, after he returned from his visits, McQueen would immediately bolt down to Willie's Butte to practice his racing, which made Doc smile.

"Hey," the Hudson Hornet added once he finished that story, "Good on ya for not giving your racing up. I would've expected you to mope around, waiting for me to come back."

McQueen laughed. "Well, I knew you were going to get out eventually. Besides, I'm not giving up racing. Are you kidding me?"

Even by noon McQueen couldn't stop talking to him. Eventually a nurse had to come in and tell him he had to leave so they could examine Doc further. After a few sincere "See you soon"s McQueen finally left. And when he did the biggest smile pierced his grill.

He was going to be okay. He didn't even have to calm himself with it anymore. He was awake. He was alive. He was active. He was smiling.

He would be out of that place in no time.

~x~

"What!? What do you mean he's getting worse!?"

"I'm afraid so. All that high speed driving has taken its toll on his engine. Normally this would be alright so long as he never goes over sixty miles per hour, except… I'm deeply sorry, Mr. McQueen, but– "

"But _what_? Y-You can still save him, can't you?"

"I'm afraid not. His engine is in far worse condition than we previously thought. He's far too weak to continue driving. We'll have to take him off of life support."

"So!? You can still help him! That's your job, isn't it!? Just– Just give him a shot, give him a pill, _something_ has to work! There has to be a way to– !"

"Stickers, calm down– "

"Don't tell me to calm down, Sal! Doctor, please, if– if there's anything– there's _got_ to be something you can do!"

"I cannot. Mr. Hudson has already expressed his thoughts on the matter. And he has said that he'd rather stop living than– "

"No! He– He _can't_ …"

"Lightning, just listen to me. I'm sorry. He doesn't want to go either. But Doc specifically said 'Don't keep me alive'. He only wants the best for us... and he truly believes this is the best thing to do... … he doesn't want to see us fuss over him too much… okay?"

"…"

"…"

"…"

"…You can still sit with him one last time, Mr. McQueen."

~x~

 _"It's what Doc wants…"_ McQueen's brain chanted it, even though he refused to believe it, all in a desperate attempt to steady his aching engine, _"It's what he wants it's what he wants it's what he wants…"_

A nurse stood behind his bed, working away at the numerous wires hooked up to Doc's body. With each one she unplugged McQueen felt an arrow go through him. He fought the urge to scream at her, to leap across the room and slap her tires away before she could pull the plug on the Hudson Hornet himself. But he forced himself to stay still.

Sally did not help much in calming his nerves. She sat next to him, close enough for her fenders to touch his. Though she'd insisted she could handle it, she gripped his tire so hard he could feel it throbbing. She kept swallowing too, McQueen figured to hold in the oncoming storm.

 _"Look at you,"_ McQueen thought, _"_ You _don't want it to happen. You're on the verge of flippin' tears._

 _"…So why are you letting them do this to him? Why are you just sitting there when you can help him? When you can still convince them to back off and leave him alone?_

 _"When you can still stop him from… from…"_

McQueen's throat tightened. Almost against his will, his gaze landed on the old car himself.

The doctor wasn't kidding when he said Doc was weak. His chrome edges lacked any of their usual polish. His dark blue paint appeared much paler than normal. Though his eyes were closed McQueen could tell they were sunken in, and his breathing seemed to slow with every second that passed. McQueen might've fabricated that last observation, actually – still, it could very well happen at this rate.

McQueen's tank coiled. He checked the nurse – still not quite there. Still a few more wires to go.

 _"Stop her. Do it. There's still time. You can still save him. You can get him out of here. You can be good to him, never let him see another stressful day. Sally isn't ready for it,_ you're _not ready for it, no one back in town will be ready for it, just please please please do something anything to save him from this I don't care if it's for the best it can't be for the best why are you letting this happen you freaking moron why are you just letting him go like this why aren't you helping him he needs you now why are you just letting him –?"_

The nurse cleared her throat, pulling McQueen from his thoughts. As soon as his eyes found the final last cable dangling in her tire his entire frame grew numb. His engine thundered in his eardrums. He looked back at Doc – in an instant memories flooded his mind's eye – Doc was happy – Doc was laughing – Doc was healthy –

Pursing his lips McQueen rolled forward and gripped Doc's tire. Still warm, still radiating some semblance of life…

His mind said _"No…."_

His mind said _"He can't go…."_

His mind said _"Don't let it happen…."_

His mind said _"Don't let them take him away…"_

McQueen sighed. Then he mumbled, "…Go ahead…"

The nurse nodded and disappeared behind the bed again. McQueen heard her yank the cord out, and his engine lurched.

The engine monitor beeped once, and then went silent. Doc breathed once. Twice. Then he was still.

The dull hum of a flatline filled the room.

McQueen heard Sally quietly sobbing beside him, felt her shudder against his frame. But he only kept blinking as he stared at the still car in front of him.

It'd happened so quickly. In a matter of seconds something so vibrant and full of energy – drained completely. Just a few days ago Doc had been smiling, laughing, so full of life – never again would his eyes reopen. McQueen squeezed the tire he held; it was now stone cold – no one could've guessed that mere seconds ago it'd been warm as his own engine.

They stayed there for another fifteen minutes before leaving. And the entire time McQueen was silent. Sally had to talk for him when they checked out, had to say his "Thank you" when the nurses and staff apologized for their loss.

Not even when they were driving home did McQueen speak. Sally seemed to notice his silence and, during a stop at a light, she gave his fender a light shove.

"Stickers?" Concern shone in her aqua gaze. "Are… Are you okay?"

McQueen didn't respond. He stared at the road, chewing on the inside of his mouth, his mind still replaying everything that happened at the hospital – so quick. So _quick._

McQueen finally took his eyes off the ground when they arrived. He felt a sudden spark of gratitude at the setting sun – every last tourist was gone by this time, and the town's residents had just begun to close up their respective shops.

If they had to break the news with a bunch of strangers watching… the thought made McQueen shiver.

Still, he realized with a pang; that only made the task easier by the smallest, most insignificant margin.

Guido was the first to notice the two cars' return. He emerged from Casa Della Tires, lifting a single fork lift to stifle a yawn; then the yawn morphed into a gasp, the little car nearly putting the lift into his mouth once his gaze landed on McQueen and Sally. Any exhaustion in his eyes disappeared as they widened. He bounced around as he gestured towards the rest of the town's residents, yelling in ecstatic Italian that they were back.

" _McQueen!"_ Mater sped out of his junkyard and, upon seeing his friend, his face brightened. His tires screeched against the road as he raced towards the stock car.

McQueen paled. _"Oh geez– "_ "Oohf!"

McQueen let out a gasp of shock as Mater slammed himself into him, his tires keeping the racecar's fender in a death grip. "Welcome back, buddy!" the tow truck squealed.

McQueen did not attempt to wiggle away like he normally did. He remained motionless as he stared up at Mater's grinning face. He thought about how in just a few seconds he'll have to wipe that grin away, replace it with a heartbroken frown…

He heard Sally chuckling. "What? Don't _I_ get a hug?" Her laughter surprised him – how was she able to sound so cheerful? After all she'd witnessed that day?

The entire time he'd been squeezing McQueen's fender Mater had his eyes closed; now they popped open at Sally's question, and he immediately hopped off of his friend. "Er… right…" he said, giving the Porsche a bashful smile "Sorry, Miss Sally…"

Then Mater really noticed McQueen's expression. His goofy grin faltered. His tow cable drooped. "Uh… Lightnin'? Yah feelin' okay?"

McQueen suddenly became very interested in the dirt again.

"Wait a moment." McQueen's engine grew heavier at Luigi's voice, his tone tinged with confusion. "Where is Doc? Shouldn't he be with you?"

"Yeah," Ramone joined in, "Didn't you guys go back there to bust him outta that place?"

The silence that followed was absolutely deafening.

Then a small gasp from Flo split the air. "Wait a minute… Did he…?"

"…Sally…" McQueen could've sworn he heard the tiniest waver in Sheriff's voice. "Is Doc…?"

McQueen heard Sally sigh. "I…" She took in a shaky breath before continuing, "…I'm so sorry, guys…."

Yet another thorny silence ensued, the dreadful announcement seeming to drain the oxygen out of the air.

Red was the first to break it, his standard wailing sobs slicing through the atmosphere. Soon afterwards, the rest of the town followed suit.

Luigi and Guido joined Red in his anguish, both smaller cars' frames wracking with sobs. Mater backed away, his face crumpling as tears formed in his eyes. Flo pushed her grill into her husband's fender as she wept, Ramone rubbing circles into her side to calm her down (though from the way he was pulling his lips taut, even _he_ needed someone to comfort him). Fillmore's eyes lost their usual half-lidded appearance, and he stared at the dirt, his jaw hanging open. Sarge and Sheriff radiated the least emotion, though they still kept blinking as if they still couldn't believe it – like they didn't want to believe it.

The only one who did not show any sort of remorse was McQueen.

His eyes left his friends' grieving to land on the ground again. His eyerims furrowed. He swallowed hard.

He remembered the scene in the hospital – it'd taken no time at all to take all the life out of him – to rid him of any more chances to be with his friends – to be with _him_ –

McQueen gritted his teeth.

He forced himself not to recoil when he felt Sally's tire on his side. "Stickers? Are you – ?"

" _NO!"_

McQueen rounded on her, suddenly awash with fury. He stared at her with wild eyes, baring his teeth. "No! I am _not_ okay!" he cried out, his voice cracking, "Don't you _dare_ think I'm okay! Why would you _ever_ think I was okay!?"

Sally flinched as soon as he moved, leaping backwards several tirecycles. Her blue eyes widened with horror. "S-Stickers –?"

McQueen's frame trembled with his every breath. He opened his mouth to retort again. Then he noticed a distinct lack of sobbing.

He turned.

Numerous pairs of eyes were locked on him. While most of them looked shocked, Red, Guido, and Luigi all appeared quite fearful of him. In fact Red was actually backing away, slowly as if he expected the racecar to pounce on him.

"I-I… I just…" Cursing under his breath McQueen sped off, racing towards the Cozy Cone, his eyes and engine burning white hot.

McQueen sped into his cone so fast he nearly rammed his front bumper into the wall. He heaved his every breath as his thoughts caught up to him. His engine, the entire day vibrant with no feeling, now hammered against his hood. His tank boiled.

Doc.

The rubber of McQueen's tires dug into the carpet. He gritted his teeth, letting out a low growl. His tank erupted, sending tongues of heat through his chassis.

He blinked – Doc lay in the hospital bed again, his frame now frozen to the touch – no longer breathing – no longer _living_ –

McQueen's growl rose in volume. A bitter, stinging sensation welled up in his eyes. He squeezed them shut and, lifting his cab high, let out a gut-wrenching scream.

Dead – Doc was dead. A loving friend, a brilliant mentor, the closest thing the racecar ever had to a father – dead. Never again would he smile as he rolled back into Radiator Springs. He would never fix anymore busted cars. He would never show McQueen any of his special racing maneuvers or simply give any advice the young racer didn't already know. He would never watch him snag his next Piston Cup or congratulate him on the win or watch him fervently describe how he'd only learned from the best of the best and that best was Doc Hudson the Fabulous Hudson Hornet one of the greatest cars alive–

 _Alive…_

McQueen screeched again, punching the wall beside him, the pain ripping through his inner workings, spinning wisps of flame around his aching engine.

He reeled his tire back to strike again. But he stopped. The realization that'd kindled the fire returned, though this time it carried no trace of fury:

 _"Doc is… dead. Gone. Forever."_

McQueen let his tire drop to the floor with a loud thump. He sighed, sinking low as possible on his chassis. His engine, at first alight with rage, now felt as if a bucket of icy water had been dropped onto it.

Nightfall arrived. He thought about going out to check on how the rest of his friends were coping – a thought that he tossed away as soon as the first syllable crossed his mind. He willed his tires to spin and they refused. He willed his mind to push the Hudson Hornet's face out of his memory completely and it retaliated by showing him the day this whole mess began.

He didn't budge – not even when he heard Sally's tender voice just behind him.

"Hey, Stickers. How're you feeling?"

"…"

"…Okay, okay. That was a stupid question. But… are you at least feeling better?"

"…"

"…Yeah. Okay then."

"…"

"…Lightning, I understand why you're angry about Doc. I didn't like it either. I… In all honesty, I would've chosen anything but this. But if he didn't… if he didn't _leave_ , then… he probably would've only lived for another few years or so. And even then, he would've only suffered more. He would've had a busted engine the rest of his life. He would've been in so much agony. I know you probably hate me for saying this over and over, but… it really was for the best."

"…"

"…"

"…"

"...Goodnight, sweetie. If you need any help… please come see me. Okay?"

Gravel crunched under her tires as she drove away. McQueen heard the soft click of her office light turning off.

Another hour passed before McQueen decided to shut off his own light.

 **Now** _ **this**_ **was a tough chapter to write. Not really the writing in general but just… yeah, from that dedication at the beginning, you can probably understand why I wanted to cry while writing that last scene :'(**

 **Anyways, I hope that was emotionally resonant enough. Again, thanks to everyone who's been reading this fic so far. You guys get me through every rough patch this process throws at me :3**

 **Reviews always keep me motivated and let me know I'm good at my job. As such, reviews are love :3**

 **See you all in the next one!**

 **~Pixel**


	4. The Time He Held it In

**Before I begin this chapter, many** _ **many**_ **thanks go to CarsWorldFan, PFT3000, and pharohtrinity and their wonderful reviews for this story. If what you guys have said about this story is anything to go off of, I think I'm on my way to becoming a Pixar-worthy writer XD**

 **But then, thank you to everyone who's followed, favorited, or even just looked at this story. Your support is fantastic – I shall reward you with more feels :3**

 **DISCLAIMER: Why would I be writing fanfics for these movies if I owned them?**

A service, Sally had called it. A freaking service.

McQueen fought the urge to snort. _"Why don't you just call it what it is? A Dodge Ram_ funeral _?"_

He'd grown extremely tired of listening to the drone of Doc's old racing agent, a pure white Scion XA, babbling on at the makeshift podium about "gathering together", "honoring the life that has passed", and more prewritten baloney. McQueen had first met the elder car earlier that week, when he and his friends first called him into town so he could be a speaker. He seemed kind enough, smiling in apology when they explained the "situation".

"Well, you certainly chose the right car to come to," he'd said, "Hm, back when I knew that Hudson Hornet, some of the best years of my life. Stubborn as a rock, he was. But boy, did he have a passion for racing."

Again McQueen felt the urge to scoff. _"Oh yeah? If you knew him so well, where were you when he freaking_ died _?"_

As soon as it crossed his mind he clenched his teeth. He still couldn't think it without making his engine throb.

He had to admit though: they'd done a pretty darn good job at planning the event. There was no argument in holding it at Wheel Well – Doc always loved driving up here, even if it was just to look over the cliff and observe the highway below. Speaking of which, they'd thought ahead correctly when they decided to hold it on a late Tuesday afternoon – near barren roads. No nosy tourists. No stupid long-time fans to barge in, blubbering about a car they only knew by his face and racing skills.

McQueen furrowed his eyerims. They didn't know him. They would never _know_ him… not like he did…

A sniff from his side diverted him from his thoughts. Sally sat next to him, tears running down her fenders as she stared at the floor. She made no attempt to hold them in or wipe them away – she just let them flow.

McQueen knew he could never hate Sally. No one in their right mind could hate someone like her. That didn't stop him from narrowing his eyes, clenching his teeth at the sight of her tears.

 _"Huh. So why're_ you _crying,"_ he thought, _"when you never lifted a tire to save him? How can you want him back when you just let him go?"_

Sally's usual answer rang in his mind, searing his eardrums: _"It's for the best."_

And, just like usual, McQueen wasn't sure if he should drive away in disgust or scream.

"…and as such, I will miss him. I am certain we all will."

The silence that followed snapped McQueen from his thoughts. He fought the urge to heave a sigh of relief when he saw Doc's agent leaving the podium.

 _"Thank Ford he's done. Now I can go up, and then we can get out of here."_

McQueen cleared his throat and looked down, lifting a tire. A small series of papers sat there. Clutching them in the cleft of his tire, he began to drive forwards.

Then his breath caught in his throat when he felt Sally's tire grab his fender, stopping him in his tracks.

He just barely stopped himself from glaring at her. He raised his eyerims, mouthing _"What?"_

Sally mouthed back _"Look"_ and jerked her cab towards the podium.

McQueen turned his head.

His gasp dissolved in the sea of gasps.

He drove up to the podium, his cab held higher than any other car who had spoken that afternoon. Without the number forty-three emblem on his side, his tall thin spoiler and baby blue paint, he could've been just another sports car. But to McQueen the most recognizable feature in the elder racecar's face was that pair of wise, understanding hazel eyes.

The King studied the crowd in front of him. Then he smiled.

"Well now," he said, "Guess I've shown up unannounced."

McQueen's eyes went wide. He turned to Sally. He pointed a tire, one eyerim raised high.

Sally caught his look and smiled despite her tears. "He called as soon as he heard about Doc," she whispered, in a voice so low McQueen had to strain his eardrums. She took hold of his tire and squeezed it. "He said he needed to speak. For both you and Doc."

McQueen said nothing. He wanted to ask what she meant, but held his tongue.

He hadn't heard the legendary racer's voice in ages– the last time had to have been a few years ago, at the first race in McQueen's second season. And now that was here, that he wanted to speak for Doc–

McQueen bit his tongue now. He focused all his energy in hearing what the King had to say

"Well then, some of you might be guessing why I'm here," the King said, "I'm a popular racer. An' that Hudson Hornet, _he_ was a real popular racer. In fact, I'd say he was one of the most skilled racecars I've ever known. A true racing legend – in fact he was my first inspiration. Why wouldn't I wanna speak for him?"

He sighed then, shaking his cab.

"No. That just ain't it, my friends. That Doc Hudson – the one without all them racing stickers and fancy trophies – he was way more than just a racecar."

McQueen almost squeaked.

"If there's one thing that Doc Hudson loved, it was this town, and everyone in it," the King continued, gesturing towards McQueen's friends with a sweep of his tire, "I've seen what he's done for your radiator Springs. I see he was the real backbone of this place – always making sure all was running smooth.

"I can especially see how much he loved _you_ folks. That's what I think was the best part of Doc Hudson – he was a car made for other cars. Always cared so much. Always making sure _you_ were all running smooth. You never really find cars like that anymore. I can see how many friends he made here…"

The King paused. He looked down, and McQueen's breath hitched when his gaze landed on him. And again when the elder racer smiled at him.

"…even taking a few under his wings."

McQueen's engine jerked.

The King went on, his expression growing solemn. "I cannot express enough how much sympathy I reserve for you folk. I give you my sincerest apology for this loss – and I give it to the world.

"We have lost a great car. A great soul. I know ya'll will remember him well – I certainly will."

With that, the King gave one final curt bow and left the podium.

McQueen blinked. His mouth hung open.

Soft sobbing surrounded him. He heard the wailing of Red in the back, along with who he thought was Luigi and Guido.

He watched as the King made his way around the audience. When he passed McQueen's row, however, he halted. He turned. Looked right at the younger racer.

McQueen's mouth went dry. He swallowed.

The King said nothing. He just sighed through his hood, pursing his lips. His eyes shone with empathy.

His lips moved, and McQueen could just barely make out the words: _"I'm sorry."_

McQueen stared after the King as he drove away. He replayed everything that just happened – the arrival, the speech, the little look, the _"I'm sorry"_.

He understood. He got it. The only car McQueen knew – and one that didn't even befriend Doc – who really _got it._

Go away Doc's agent, he thought. You haven't seen him in years. Your speech was just every stupid cliché after stupid cliché. The King probably hasn't even _talked_ to him his whole life. And yet _he's_ the one who gets it. He gets how much I hate this. I hate that Doc's gone. I hate what it did to my friends – I hate what it's done to _me._

I'm not okay. I was _never_ okay.

A light tapping at his fender brought McQueen back to reality. Sally held a tire in front of him, his own speech sitting in the palm of her rim.

McQueen's fenders warmed. "Uh… R-Right…" he whispered.

Taking the papers from Sally, McQueen squeezed his way past his friends and made his way up to the podium.

When he made it up there he looked down at his audience. A sea of tearstained eyes stared back at him.

" _It's fine. Just breathe. You just have to read it. That's it. Then you can go home. Curl up into bed. You just need to read it."_

Taking in a fresh breath, McQueen pulled up his first paper.

"Well then… you all know why _I'm_ up here," he read, forcing his voice to not sound monotone, "Yeah… I knew Doc pretty well. Only knew him for a few years, but still. He was a great guy… how do you forget someone like that?

" _Easy. Take it easy."_

"I… I-I still remember the day I first met him." He faked a laugh. _"You_ guys must remember that – stupid red vandal busting through your town. After I first talked to him… I'm actually surprised that didn't become his nickname for me. Stupid red vandal."

The tiniest chuckle rippled through his friends. The noise was so out there, so straight out of Alice's Wonderland – they were sitting through a freaking _funeral,_ for Ford's sake – McQueen actually felt himself grinning.

It was small, only using half of his mouth, but still.

" _Okay,"_ he told himself, _"This is going pretty smooth. Just keep that up."_

McQueen scanned his page until he found where he left off. Then he continued.

"Now, I will admit: that first time I ever talked to him? I did think he was just… a dumb old car. Not really dumb but just… not really worth my time.

"Man… you can tell how wrong I was.

"The guy I thought was just an old curmudgeon ended up being one of the best cars I've ever met in my life. He was my mentor. My friend. One of the first I've ever had. He must've seen something in me eventually – why else would he… why wouldn't he take me under his wing, like the King said?"

He adlibbed that last sentence. He'd written something else prior, but now he wanted to rip that off his speech completely. The King had said it just too well.

"Doc was… I don't even know if I can say this. You guys all knew him way longer than me. But in all honesty, I…"

McQueen made the mistake of looking over his papers, at his audience. His voice trailed off, his slight grin melting away.

Sally's gaze was locked into his. She knitted her eyerims, bit down hard on her lower lip. A haze of red lined the edges of her eyes. She blinked, and McQueen focused on the single tear streaming past her windshield, sliding down her hood.

And just like that, McQueen was back in the hospital – listening to Sally's piteous wailing, not unlike right now – listening to the engine monitor, until the sounds disappeared completely – watching _his_ life fade away, right in front of him – watching him _die_ –

McQueen's throat tightened. His mouth hung open. "Uh…" He swallowed hard. "Uh…"

 _"Just… Just don't think about him. Don't. Just… L-Look away. Look_ anywhere _else."_

McQueen obeyed, tearing his eyes away from Sally and looking farther up the aisle.

What he found only made his throat burn further.

Mater stood in the very back, keeping a comforting tire on Red's fender, who wouldn't cease his blubbering through the entire ceremony. But despite his mission to calm the firetruck, Mater only had attention for McQueen. His tears had long since dried, but his eyes were still rimmed with red.

And his face… oh, his _face…_

As soon as he noticed McQueen's gaze Mater blinked, his mouth falling open. He knitted his eyerims, his eyes somehow welling up again.

It was a near perfect mirror of the day he found out– when the whole town found out–

McQueen's eyes stung.

 _"Just… Just don't look at him. Don't look at anyone. Just read your stupid thing. Then you can go home. Just do it."_

Biting his lip McQueen looked back at his papers. He scanned the page he held until he found the spot he'd left off.

He opened his mouth to continue. But he couldn't.

He looked over the speech he himself had written. The words blurred, the ink bled until every letter became an unreadable blot. He checked the text he'd already read – just splatters of dark blue. He blinked a few times. The nonsense stayed.

"I…" he stammered, his eyes darting from his speech to his friends, friends to speech, "I-I… I…"

 _"It's too much."_

His engine thundered against his hood.

 _"It won't stop."_

His eyes welled up. He held his breath.

 _"It hurts. So much."_

His friends whispered to each other. He was sure it was about him. About how hard he must be shaking.

 _"I can't take it."_

Memories hovered like vultures, threatening to swarm him. They jabbed at him, showing him that final moment, that final breath–

 _"I. am. Not. Okay."_

McQueen couldn't read his speech. He couldn't think without Doc's face flashing across his mind's eye. He couldn't look at his friends without seeing a sea of faces full of concern. So he did the only thing he could do.

He sighed. He let his papers fall from his tire. He spoke, in a voice straining not to crack.

"I… I miss you Doc…"

And with that, he tore away from the podium, certain that his engine had splintered.

He was vaguely aware of Sally calling his name. Soft murmurs of concern from his friends. He didn't stop to listen. The bittersweet memories plaguing him were far too loud, grinding against his eardrums, almost forcing him to listen to their metallic screeches.

He finally halted when he reached the edge of the nearest cliff. He stared down at the interstate, his eyes wide and wild. His breathing came in heavy gasps. His head throbbed. Pressure built behind his eyes. He shook his cab, letting out a low whine.

"Stickers?" He tensed at the sound of Sally's approaching voice. "Stickers! Lightning!"

"No. Leave him."

McQueen's heavying frame kept him from reacting too strongly – and yet his engine still gave the tiniest flutter at the familiar voice.

"He just needs some time. You'll see."

So sweet and gentle, much like Sally's, except a little older.

 _"Of course. Lynda Weathers. The King's wife. Duh."_

"It'll take a while for him to get over this," Mrs. Weathers continued, "But he'll come around, Miss Carrera. You'll see."

The fluttering in McQueen's engine died. He furrowed his eyerims. It took everything in him not to scream at her.

 _"Oh, sure. Why don't_ you _try to "get over it"?_ You _try to come around after this!"_

He didn't care how rude he sounded. She didn't get it. None of them really did. Why couldn't they just understand?

McQueen wasn't even sure what "okay" meant anymore.

He stayed there for Manufacturer knows how long. He heard the crunching of dirt under tires as his friends made their ways back downhill. Some stopped halfway to mutter something about him. He couldn't quite make out everything they said, but the main things he caught were "Doc", "Hit him hard", "Take a while", and "Acting strange".

When McQueen finally looked up the sun was beginning to creep behind the mountains. He lifted his cab so he could focus on the sky, on the clouds.

His eyes narrowed. The familiar fire returned.

" _You…"_ he whispered. Then, a bit louder, "… _You_ made all this happen…"

His words did not sear. Rather, with what followed, he sounded like a young child. Begging. Pleading.

"Just… _why?_ Why did you have to do that? Why did you have to just… _leave us?"_ His voice grew shrill the more he talked. Then he was gesturing with his tires with jerking motions, staring up at the clouds with stinging eyes.

"I just… I just don't get it… how could you ever think that _this_ would be best for us? We're a mess without you – _I'm_ a mess without you! _You_ just saw me back there! You must have! Why couldn't you just – !?"

McQueen squeezed his eyes shut then, his cab falling back to the ground with a loud thump. After a few beats he opened them back up, staring down at a tiny rock embedded in the dirt. His frame sank low as he let out a sigh. Cold tendrils made their way around his engine, chasing out the flame.

He spoke. Small. Soft. Desperate.

"…Why couldn't you just _stay_ …?"

 **My sincerest apologies for this one being late. I had a bit of a bout of anxiety from school and general life, making it near impossible for me to focus on putting out something good (ugh…) Also, I really don't like this chapter. I personally don't think it's too well-written – I just felt like a funeral scene was necessary. So, I'm sorry if this chapter really wasn't all that great.**

 **Putting all of that negativity aside, thanks again for reading. And as usual, reviews are love :3 See you guys in the last chapter!**

 **~Pixel**


	5. The Time He Couldn't Take it Anymore

McQueen began to follow a new routine. Every morning he woke up. Sally met him at the doorway to his cone and kissed his fender and said "Morning, Stickers". McQueen grunted in reply. He passed by Fillmore's hut. Fillmore said "Morning, man". If Sarge was awake at the same time he said "Good morning, son". McQueen nodded to show he heard them. He made his way over to Flo's café. Flo and Ramone greeted him. Flo rushed inside and came back out with his usual quart of oil. She asked how he was doing that morning. McQueen shrugged. The rest of the town woke up. They all pulled into the café to order drinks. Mater drove up to McQueen's side and nudged him and smiled at him and asked if he wanted to do anything later. McQueen said nothing. Once he finished his drink he made his way out of town. He drove down to Willie's Butte and raced around on the track for a few hours. As soon as sunset came he drove back. He heard a chorus of goodnights from his friends. He said nothing. He went to bed. He slept like a baby.

Eventually he cut down on the hours he spent around the dirt track. Then he stopped going. Then he forgot about his upcoming races. He just stopped caring. Just the mere thought of racing again hurt him. Too much of racing reminded him of the past – when he wasn't so pessimistic – when some were still among the living –

He knew his friends were worried. Why wouldn't they be? After how hard he tried not to crack at the funeral? Heck, after his tantrum the night Doc passed? He kept waiting for them to pounce on him, either insisting that he go find help or still pestering him with the freaking "okay" question. Part of him even hoped for it.

But then he also knew that that would never happen – purely because of his Dodge Ram tantrum.

Whenever he approached the Café for his early morning Joe every car who stood there – be it Flo, Ramone, Sheriff, or anyone – treated him as they would a criminal. Flo and Ramone raised their eyerims once they saw him coming, Flo wasting no time disappearing into the Café to avoid talking with him too long. Every time he passed Luigi or Guido they immediately froze up. Red was the worst of all, his eyes looking as if they were to start spewing tears if McQueen so much as thought of him.

To a certain extent he felt guilty. Then the emptiness would return, dashing away any feeling he'd regained, blackening his engine even further.

He did not realize that that fear couldn't creep into everyone.

~x~

"Howdy dere, McQueen."

McQueen's tire hovered over the switch that would shut his door. He replayed the sentence in his head, just to ensure that it wasn't some stupid hallucination. He slowly turned around.

Mater stood there, his figure illuminated by the Cozy Cone's numerous nightlights. As soon as McQueen's gaze landed on him he gave a sheepish smile. "H-Hey there, buddy," he said. His voice had changed since the day Doc passed; while it still conveyed some semblance of enthusiasm, no longer did he project everything he said. Rather, he spoke far softer than McQueen had ever heard him.

Still, that was better than McQueen's situation. At least Mater knew how to even pretend to be happy.

"Yer, uh…" Mater continued, "Yer lookin' a dang lot better tonight. Are yah… Are yah _feelin'_ any better?"

McQueen blinked at him. He cocked an eyerim.

"Er– Right, um…" Mater chewed his lip, rubbing a tire into the ground. "Yer prob'ly not in dah mood right now, but uh…

"Ah… Ah was wond'rin' if yah wan'ed tah… go tractor tippin'?"

McQueen said nothing. Blinked again.

"Ah just figured dat…. Since you haven't really got out dat much lately you'd wanna… Y'know. You'd wanna git away. Do somethin' fun. And Ah… Ah haven't really seen yah in a while, so…" Now Mater smiled. "…d'yah wanna go?"

McQueen continued to stare him down.

With each second of silence Mater's smile faltered an inch. Then his face fell completely, the smile disappearing. "Yeah… Well… I-It's okay bud, Ah git it…" He began to roll away.

McQueen thought about Mater's face. That tiny smile. That tiny glimmer of hope in his eyes.

"…alright…"

Mater drove two full tirecycles away from him before it registered. His eyes grew large as his hubcaps, his mouth falling open. "W-Wait… really?"

McQueen shrugged as he exited his cone, already making his way down the main road. When he didn't hear Mater's tires crunching gravel beside him, he looked back.

He still stood there gawking – from McQueen accepting his invitation or hearing the racecar's voice again, he couldn't tell. And he kept blinking, as if what he just heard was a mere mirage.

McQueen fought down his instinctive glare. He jerked his cab towards the town's entrance. "C'mon then," he said, "You said you wanted to take me tractor tipping, didn't you?"

"Oh, uh…" Clearing his throat Mater accelerated, slowing down only when he rode alongside his friend.

They drove slowly, neither car feeling any particular reason to rush. After a few minutes McQueen noticed something odd. He _felt_ something – nothing as extreme as joy or sadness, but he still felt it. It gnawed at his tank, nagged at his mind.

He checked Mater.

He seemed to be doing his best to avoid looking at the racecar. He chewed the inside of his mouth and stared up at the darkened sky, pausing to check the road every so often. His eyes did stray away once; however once he caught McQueen's look he instantly averted his gaze, resuming his chewing.

McQueen pressed his lips together and let out a mute sigh.

" _I get that you're worried about me, Mater,"_ he thought, _"But you do realize that I'm your best friend, right? Not some kind of random stranger?"_

And then it struck him – he could've been a stranger. With how he'd been acting the past few weeks.

No wonder the whole town was terrified of him. Not even Mater could escape at least an underlying fear.

McQueen hoped this night would curb at least some of that fear.

~x~

" _Hmm… now why does this feel incredibly familiar?"_

The cool night air pierced McQueen's frame; farm grass tickled his bumper as he crouched. He stared up at the snoozing tractor he'd chosen, resisting the urge to recoil when it breathed a puff of manure-scented air into his face.

He hadn't done this in weeks. He wracked his brain– how much power did he put into it last time? How much should he put in this time? Should he go all out, or tone it down enough to save some tractors for Mater? Actually, how much power did _Mater_ think he should put in? Heck did he even want to tip them himself?

McQueen glanced behind him.

Mater was huddled into his own patch of grass, just beside the fence. He shuffled a tire into the dirt, running his bottom lip through his teeth so it turned a bit white. Once he noticed McQueen staring at him he sucked his lip further into his mouth. He jerked his cab towards the tractor, mouthing something that looked like _"Go on"_.

McQueen let out a soft sigh.

 _"C'mon. This is for you. Not him. Besides. It's just one time. It'll keep him happy. It's the least you can do."_

With that in mind McQueen turned his attention back to the tractor. He sucked in a breath and waggled his hindquarters as he prepared himself.

He waited for deathly silence, when all he could hear was the quiet thumping of his engine. Then, scrunching up his face in concentration, he revved.

Even he jumped at how loud it was. The tractor's eyes shot open, darting around the dark scenery. It let out a long moo of terror, already beginning to fall backwards. Taking that as his cue, McQueen raced back towards Mater.

Almost immediately after the first tractor's cry, just as McQueen predicted, a cacophony of terrified moos assaulted his eardrums.

McQueen watched with Mater as the tractors pawed at the air while they fell, landing onto their backs with echoing thumps. He counted the ones that remained upright – seven, no six… four… one…

Once the last tractor's back hit the ground there was a brief silence. Then their water tanks gurgled.

McQueen waited, and the big event happened. Their exhaust pipes collectively popped open, clouds of smoke puffing out with a familiar gaseous noise.

McQueen waited for the last gas cloud to dissipate. Then he looked at Mater.

He stared at the tipped vehicles. His mouth hung open slightly. He blinked a few times, but his eyes were devoid of any particular reaction.

McQueen's face fell. Something happened before he tipped that first tractor – a tiny, near unreadable feeling surfaced, a feeling that lifted his engine. Warmed it for a brief second. Now the cold returned, letting his engine sink back into its cave.

Mater caught McQueen's gaze. He sighed, pressing his lips together. He stared at the ground, his expression growing solemn.

"Yeah…" he muttered, "Ah'm… Ah'm s– "

Then both cars flinched, their eyes growing to the sizes of hubcaps. Cold dread stabbed McQueen's tank. His eyes met Mater's, and through silent confirmation they both knew.

That noise– that unmistakable, frame-shattering noise–

They turned.

In the distance, just behind the trees, a bright orange light shone. It approached, quick as McQueen remembered it, and that noise – the long, angered cry of a bulldozer – ripped through the air a third time.

Mater paled. "Aw not again…"

When the humongous form of Frank, face twisted with rage and harvester blades shredding the grass, finally popped out from behind the bushes, only one thought blazed through McQueen's mind:

" _Run."_

Screeching a warning to Mater, McQueen took off.

He didn't wonder how a simple harvester could manage to catch up to him. He didn't think about the consequences of getting caught in Frank's blades. He didn't even worry about Mater (he was speeding just beside him anyway). He didn't think. He just knew he needed to get away. He drove every ounce of energy he could muster into his tires. Newfound panic flooded his chassis as he drove, making his inner framework burn, making his engine thump like crazy.

He thought he saw the fence just up ahead– so close– oh sweet safety–

" _NO!"_

McQueen almost jumped at Mater's scream. The tow truck drove beside him, his eyes wide with terror as he shook his cab rigorously at him.

"Lightnin', no! Don't go dat way!" He jabbed at the air with a frantic tire. "Look! It ain't the exit! It _ain't!"_

McQueen looked where he was pointing, and yet another bolt of dread raced through him. The fence ahead– no gaps– only trapping boards–

McQueen wondered what red fertilizer looked like.

Sticking his tongue out in concentration Mater put on another small burst of speed, passing McQueen by an inch. He began to turn to the left. "C'mon! It– It's jus' down here!" he yelled over the whirr of Frank's blades, "Jus' come on!"

McQueen nodded and, after Frank's booming moo thundered behind him yet another time, turned as well.

"It's jus' down here!" Mater kept shouting as the other fence, one wooden slack hanging off one of its nails, came into view, "Jus'… Jus' hold on buddy! We're almost there!"

McQueen didn't have any reserved energy left to respond. He kept pouring it into his screaming framework. He kept his wild eyes, stinging from the chilled air, locked onto that negative space above the fence.

Their escape route approached. Faster. Then, when they were mere inches from colliding with it, the two cars leaped. When his tires touched ground again McQueen let out a ragged exhale.

Safe.

They didn't stop driving until they couldn't even hear Frank's blades anymore. When they finally screeched to a halt the first thing McQueen did was take in huge, exaggerated gulps of air. His tires throbbed from the effort, most of their rubber scraped clean off. He sunk low on his aching chassis so his bumpers almost touched the ground. He listened as his engine's rapid thumping slowly but surely started to calm down.

"Ooh… Oh dad gum…" Mater panted, his frame shuddering from his every breath, "Oh, boy… Ah need tah ask Sherriff if he can invest me in some fancy new accel'ration gadgets er somethin'… Ah reckon he almost got us dat time…"

Mater chose then to remember McQueen's presence. He pressed his lips together, his eyes darting towards the ground again.

"Uh…" He winced, shutting his eyes. "Ah… Ah'm sorry, Lightnin'… really… Ah jus' thought…"

McQueen blinked at him. His own gaze turned to the dirt.

He recalled the fresh adrenaline rocketing through his chassis when Frank chased them. The feeling of kicking up dust until he reached top speed, the fact that his best friend was right there beside him, reassuring him that they'd make it out alive. Just like the old days.

The corner of McQueen's mouth twitched.

A spark. Igniting in his engine. Long tongues of it spreading through his framework.

A tiny sound broke from McQueen's lips.

Mater flinched, his eyes snapping open. "What…?"

McQueen did it again, this time much harder. And with it came the smile. The tiniest, most pitiful little grin, and yet it felt _right._

"Ha ha hah…" With every new one McQueen felt his smile grow even wider. "Ha ha hah… ha haha _hah!"_

His smile reaching fender to fender now, McQueen's frame shook as he exploded into the hardest laughter he'd ever felt in his life.

His mirth snapped Mater out of his stupor. The corners of his own mouth jerked upward, and he started chuckling as well. Then McQueen laughed harder, and then Mater was laughing harder.

Soon McQueen couldn't even try a straight face. Mater couldn't try a straight face. They kept howling, wheezing, snorting, sometimes punching each other's fenders or thumping the ground. What was so funny? Nothing– everything. Shouldn't they keep it down? Who the hell cared? Honestly bring 'em out here, McQueen thought. I am _not_ about to stop this – if you offer me cash I still won't.

For once McQueen's frame didn't feel as heavy– for once a warm flame burst in his numbed engine– for once he let himself have fun, let himself relish in this precious moment with his best friend.

For once since the tragedy, McQueen could truly _feel_.

"Oh … Oh-o man…" McQueen wheezed when his lungs finally ran out of air. He coughed once, but his smile remained as he looked up at Mater.

"Hoo boy…" he murmured, "That was… oh, Ford, that was… _awesome…"_

Mater giggled as he gave McQueen's fender a light shove. "Aw, dun't sweat it, buddy. Helpin' cars out is a tow truck's wakin' dream!"

McQueen chuckled. "Heh… I'll say…" He thought for a moment. "Um… hey Mater?"

"Yeah?"

"Do you think… Do you think we can come back tomorrow night? Tip tractors for real this time?"

Mater's face lit up. "Y-Yah… Yah mean it?" He wagged his tow cable. His grin somehow got even wider.

McQueen rested a tire on Mater's fender and nodded, his warm smile still unceasing. "I'd love it."

~x~

"…so the next thing I knew, there was this _huge_ crash in front of me," McQueen explained as he and Mater cruised along the main road, "I think I said earlier– including me, about forty-three racers? Yeah, Chick made _forty_ of 'em spin out."

Mater raised his eyerims as he listened. "Well dad gum! Forty of 'em? Dang, dat Chick Hicks is a nasty feller!"

McQueen scoffed, rolling his eyes. "Oh good Ford, _tell_ me about it…" He shook his cab. "Anyway, yeah, forty cars spun out. So there was a huge crash. But there was no way I was going to join in. No freaking way. So I just kept driving, avoiding the guys in my way."

"Dang dat musta been tough, buddy! An' yah made it out? Wit'out one dent in yah?"

McQueen smirked. "Oh, I haven't even gotten to the best part yet," he said, "No, my friend – the best part was when I spotted these two racecars lying on the ground in front of me. One of them was propping up the other guy, and that other guy had his undercarriage to the sky. So, with all the other destruction going on around me, I knew I couldn't go around them. It was just impossible."

"So what didja do?" Mater asked.

McQueen's grin widened. He chuckled. "Oh, I'll tell you what I did. I leapt up onto the other guy's tires, and the next thing you know– " He lifted a tire, arcing it across the sky. "– Lightning McQueen is airborne."

Mater's tow cable clanked as he wagged it, his eyes brightening with excitement. "Really!? You dun _flew_ tah git through dat?"

McQueen gave a mock bow. "Thank you, thank you," he said, just barely keeping from laughing at his own dramatic voice.

Mater giggled, giving McQueen's fender a light shove. "Dang… now Ah'm jus' wishin' Ah knew yah back then!" He gazed at the stars then, looking thoughtful. "Y'know… dat thing about you flyin' makes me thinka dat one time _Ah_ could fly. You remember – back at dat Propwash Junction place? With them Falcon Hawks?"

"Mater, you've told me that story like three times now."

"Aw c'mon, Lightnin', it's a real good one! You know dat Ah…" Mater yawned then, cutting himself off. "Ooh boy…" he muttered, smacking his lips. He shot McQueen a tired grin. "We, uh… We've been talkin' fer a while, haven't we?"

McQueen nodded, pursing his lips. "Mm… I guess so."

Mater's gaze then darted towards the ground. His smile lowered in intensity, now just a soft curl in the side of his mouth. "It's… Ah've actually really missed hearin' yer voice, Lightnin'…"

McQueen blinked once. Then he chuckled, and he gave Mater a light nudge. "Yeah, well… I've kinda missed it too. Not my own voice, but just… y'know… talking with you."

As he said it McQueen realized how much he meant it. Just like his laughter, once the words began, they wouldn't stop flowing. And with each new word McQueen felt something return to him. He felt lighter. He felt like he was back at that Dinoco 400 race, soaring over the heads of his competitors, believing for a split second that he'd make a pretty great plane.

He didn't want it to stop.

"Well…" McQueen mumbled around a yawn. "We… We should probably speed up. It's probably well past one in the morning by now."

Mater nodded. "Yeah. Yer prob'ly right. Hey, you remember dat time we came back at three in dah mornin'?" He snickered at the memory. "Ooh boy, was _you_ a tired feller! Ah think you was actually fallin' asleep at dah wheel. D'yah remember how yah almost smashed inta– Lightnin'?"

Mater came to a halt when he realized that McQueen no longer drove beside him. He turned, looking back. "Uh… Lightnin'?"

McQueen couldn't hear him. He'd stopped in the middle of the road, seemingly staring off into space. He drove off of the asphalt, stopping only when he was mere inches from the edge of the hill.

"Lightnin'?" Mater said as he rushed up to his friend's side. He nudged him with a tire. "Hey Lightnin'. What're yah…?"

He followed McQueen's gaze. Then his own eyes grew wide with realization. "Oh…"

McQueen pursed his lips. He nodded. "Yeah…"

Off in the distance, its silhouette just barely visible in the moon's low light, stood Willie's Butte. Still tall. Still beautiful.

McQueen rubbed a tire into the dirt, imagining it was the same dirt from the bowl foundation that surrounded the Butte. He closed his eyes.

When he opened them again he looked down at the visible part of the dirt track.

And he saw himself.

He peeled off around the track, clouds of dust trailing behind him. His face was twisted in his usual mix of confidence and elation, his smile reaching the edges of his fenders. He approached that turn – that Dodge Ram _turn_ – and he twisted his body, his tires already getting into position. As he drifted past the bushes he lifted his cab high, letting out a gut-busting laugh.

The corner of McQueen's mouth twitched. He almost laughed too.

A second bullet sped by.

And McQueen's near-smile faded.

He bore a cocky smile akin to McQueen's, his eyes alight with the same passion. His old racing tires covered his rims, and his deep blue frame was covered in stickers that announced his glorious name. He barked a greeting as he passed the younger car, and McQueen kicked up even more dust as he tried to catch up to his mentor. His friend.

McQueen blinked, and the mirage disappeared. First he faded, and then Doc faded.

And with every particle of him that vanished, McQueen felt his engine jerk.

When he finally disappeared McQueen sighed through his hood, sinking low on his chassis.

All that joy, all that feeling he'd regained. Dashed away within seconds. A familiar numbness settled in.

After a while of prolonged silence, Mater finally broke it.

"Y-Y'know, Lightnin'…" he said, staring at the ground. He shuffled his tires. "Miss Sally an' Ah've been talkin' 'bout this fer a while now, and, uh…" He bit his bottom lip.

McQueen looked up at his friend and grinned. Even though his stone frame prevented any enthusiasm he said "I'm fine, Mater. Go on. Tell me. What were you and Sally talking about?"

Mater sucked in a breath through his teeth. "Well den… we, uh… 'cause we dun't got a doctor no more, an' we never had a better one than Doc… we was thinkin'…

"We was thinking 'bout turnin' his office inta a memorial. Y'know. Fer Doc."

McQueen raised his eyerims. "Really?"

Mater nodded. "She knew the racin' world would want a memorial fer 'im, an' she wan'ed one so bad too. We all wan'ed one." He looked at McQueen. "She knew _you_ would want dat too."

"…Mhm…"

"Yeah. She's sayin' we're gunna start workin' on in tomorrah. Sherriff an' Sarge had tah pack up all a' his racin' stuff today." Mater let himself smile now. He rested a tire on McQueen's side. "We could never pick a better place fer his memorial. We knew he only had eyes fer Radiator Springs."

It managed to squeeze the tiniest chuckle out of McQueen. He turned his attention back to Willie's Butte. Again he saw Doc streaking down the dirt track – his voice resonated in his brain.

McQueen smiled despite his welling eyes. "Yeah…" he sighed, "He… He really loved this place, didn't he?"

 _"And he loved…"_ McQueen swallowed.

 _"And he loved_ us _… every last one of us…"_

The memories he'd long-since held down resurfaced. They prodded at him. This time he welcomed them.

He shut his eyes.

He saw the first time he laid eyes on the Hudson Hornet. He remembered his slight twinge of fear when he burst into the room, already growling about the atrocities he wanted to put McQueen through for destroying the road. He'd had such a remarkable presence– intimidating and yet understandably so.

He saw the first time Doc challenged him to a race. He remembered how cocky he'd behaved, so certain that a stupid old grandpa-car could never beat him– only to end up with cactus thorns in his frame while he listened to Doc's joyous taunting.

He saw the time Doc showed him that newspaper, the one with the Hudson Hornet's battered, broken down form emblazoned on the front page. He remembered the dulled fury in Doc's eyes as he explained his hatred for the racing world – and his apparent hatred for McQueen.

He saw Doc's smiling face as he returned after that last Piston Cup race. He still heard his words so clearly, still heard the genuine admiration in his voice: _"You got a lot of stuff, kid."_

He saw the last time he slammed open the doors of Doc's office, so eager to ask when they would have their daily race– only to almost have an engine failure when he spotted Sherriff on the lift, his undercarriage exposed. The horror then melted once Doc's hearty laughter filled his eardrums, the elder car chuckling about how many times he'd done that.

He saw Doc in the hospital – alive – smiling. He remembered the warmth that'd flooded his frame as they laughed and talked and chatted – he remembered telling himself that yes, everything would be okay, Doc _would_ make it out of there…

He saw every race. Saw every smile. Heard every laugh. Heard every story.

He saw _Doc_ –

And then the image cracked, splitting into jagged triangles, and before McQueen could protest, it shattered. Darkness remained. Nothing remained. Just mere wisps of the life that used to be.

McQueen realized how hard he was trembling. He bit his lip.

Doc – such a brilliant, loving, caring friend….

A dry sob managed to muscle its way past McQueen's throat, forcing a shudder through his frame. His eyes stung– there they were, pooling underneath his windshield, already beginning to seep past the surface.

 _"...and he's gone..."_

"L-Lightnin'?" Mater. Sounding ever so timid, kind, and concerned all at once. "Are… are ya okay?"

"I...I'm…" McQueen stammered, his bottom lip quivering, "M-Mater, I…"

That did it.

The wail McQueen had been fighting finally ripped past his throat. He spun around and shoved his grill into Mater's front bumper, clutching his fender with a tire. He winced once. Sobbed once.

And he cried.

It wasn't a small, silent blub like Sally during the funeral. Nor was it particularly elegant like Flo had done. When McQueen took off, he _sped_ off. Violent sobs wracked his frame, hot tears streaming from his eyes like a toxic river. Reality crashed into him with the force of a meteor, slamming a steel hammer into his cab with his every hiccupping breath.

Just… _why?_ Why did he have to go? He'd had such a bad engine but such a healthy, loving soul – why did the Manufacturer have to be so Dodge Ramming _cruel_ to him? How could Doc have ever thought that _this_ would be the best thing to do? To up and leave his friends – his _family_ – just so they wouldn't burst into tears every time they looked at him? They could've helped him – they could've made every last painful moment of his life at least bearable – but no. Doc had to go and freaking _die_. On everyone. On _McQueen_.

The racecar wept even harder, tightening his grip on Mater's fender.

"Sh, shh… I-It's okay, bud..." Mater coaxed, placing a tire over his friend's, "Yer gunna be okay..."

"H-He… I…" McQueen's voice caught in his throat. He swallowed and tried again, "He didn't… I-I wasn't _ready_ …."

"No no, it's okay, buddy. Ah-Ah miss 'im too…"

McQueen said nothing. He just kept going, letting his pent-up frustration and sorrow take over and spill out. He was just so tired of it – all the death and the sadness and the emptiness. All he could do was cry, become powerless against the grief, let himself crumple up and allow Mater to catch him as he fell.

Then why, he wondered, did he have the overwhelming desire to smile?

Ever since Doc died that was all McQueen had felt – like Doc was dead, gone, _finito_. Never again would the racecar see a bright day. But now, after finally deciding to let the sadness loose, after so many days of withholding it, of refusing to forgive the Manufacturer for doing this to his good friend – McQueen realized how much weight had been shaken from his frame.

For the first time since the tragedy surges of warmth blossomed in his numbed engine.

Eventually McQueen ran out of tears and just let Mater continue holding him. Shutting his burning eyes he sucked in a shuddering breath, held it, and then let it out in a long sigh.

" _That's it, kid,"_ he could almost hear Doc saying, _"Just keep your head up."_

After a while McQueen's chassis began to ache from how hard he was gripping Mater's fender. He cleared his throat, gently tapping Mater's bumper with his free tire. "M-Mater, it's… it's okay now," he said, his voice wobbling. "You can let go."

"Dad gum," Mater breathed as he released his friend, giving him a look of incredulity, "Dat's da first time Ah've ever seen ya cry like dat. Ah mean… Lightnin', you was shakin' an' ev'rythin'!"

McQueen sniffed. "Oh… Y-yeah…" After a few beats his lips slowly curled into a smile. He shot a faux glare up at the darkened sky. "Welp… are you seeing this, Doc? You see what you've done to me?" He barked a laugh. "I'm a grown man, crying my eyes out."

His laughter died when he felt Mater's tire on his side, causing him to face the tow truck. "Er… Lightnin'…" Mater's eyes shone with concern. "Are ya gunna be okay?"

McQueen's smile faded. He stared at the ground.

He knew it wasn't over. It would never be. He would always miss Doc – Manufacturer damn him if he didn't. He also knew he might break down again, seeing how often Sally would stop to have a short cry whenever something reminded her of him. He knew there was absolutely no way he could truly get over this – no way could the wound really close. But for now at least –

"Y-Yeah…" McQueen's smile returned. His eyes filled with tears again. "I'll be okay…"

… **And now I must severely apologize for everyone who cried while reading this story XD**

 **Anywho, those of you who read my other** **Cars** **one-shot** **Backstabber** **may recognize that last scene – and yes it is, in fact, the exact memory McQueen was reminiscing on in that other story :3 (Ha ha I'm such a geek…)**

 **Anyways, thank you all so much for reading this touching story. If you've suffered a loss as well, then just know this: we're all in it together. Even though it seems hard, life does get better. Stay strong, my beautiful readers. I love you all :3**

 **I will see you all in my next story. Until then :)**

 **~Pixel**


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